Sec Form 4 Filing - CANADA PENSION PLAN INVESTMENT BOARD @ Bloom Energy Corp - 2018-07-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CANADA PENSION PLAN INVESTMENT BOARD 2. Issuer Name and Ticker or Trading Symbol Bloom Energy Corp [ BE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE QUEEN STREET EAST, SUITE 2500 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) TORONTO, A6M5C 2W5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 6.0% Convertible Senior Secured PIK Notes due 2020 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) 08/07/2018 08/07/2018 J 106,075 ( 4 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Class B common stock 106,075 ( 4 ) ( 1 ) ( 4 ) 21,633,674 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST SUITE 2500 TORONTO, A6M5C 2W5 X Signatures /s/ Ryan Barry Title: Managing Director, Legal, Canada Pension Plan Investment Board 08/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Convertible Senior Secured PIK Note due 2020 (the "6% Notes") became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. The 6% Notes mature on December 1, 2020. ( 2 )The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at the holder's option or (b) upon any transfer except certain permitted transfers. ( 3 )All the outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's initial public offering, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. ( 4 )Represents shares of Class B common stock issuable upon conversion of $1,193,345 in aggregate principal amount of payment-in-kind interest notes ("PIK Notes") that were paid by the Issuer for the July 2018 interest period in connection with the 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the PIK Notes. Interest on the 6% Notes is payable monthly in the form of cash or in the form of PIK Notes, at the election of the Issuer. ( 5 )Represents shares of Class B common stock issuable upon conversion of $239,862,374 in aggregate principal amount of 6% Notes (which includes $1,193,345 in aggregate principal amount of PIK Notes that became payable by the Issuer for the July 2018 interest period in connection with the 6% Notes) at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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